Text: software license agreement this software license agreement ( the " agreement " ) is made and entered into as of march 21 , 2025 ( the " effective date " ) , by and between stratumsoft inc . , a corporation incorporated under the laws of texas , with its principal office located at 789 tech plaza , austin , tx 78701 ( " licensor " ) , and brightpath enterprises , a corporation incorporated under the laws of new york , with its principal office located at 321 commerce street , albany , ny 12207 ( " licensee " ) . licensor and licensee are referred to individually as a " party " and collectively as the " parties . " whereas , licensor has developed and owns a software product known as flowmatrix , a workflow management and automation tool ( the " software " ) ; and whereas , licensee wishes to obtain a license to use the software for its business operations , and licensor agrees to grant such a license under the terms herein ; now , therefore , in consideration of the mutual promises and covenants contained herein , the parties agree as follows : 1 . grant of license 1 . 1 license . licensor grants licensee a non - exclusive , non - transferable , revocable license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on li
Predicted Risk Level: Medium
Predicted Risk Category: Cooperation Obligations
SHAP Text Plot
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software license agreement this software license agreement ( the " agreement " ) is made and
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entered into as of march 21 ,
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2025 ( the " effective date " )
-0.0
,
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by and between
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stratumsoft inc .
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, a corporation incorporated under the laws of texas ,
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with its principal office located at 789 tech plaza , austin ,
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tx 78701 ( " licensor " ) ,
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and brightpath enterprises , a corporation incorporated under the laws of new york ,
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with its principal office located at 321 commerce street ,
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albany ,
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ny 12207 ( " licensee " ) .
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licensor and licensee are referred to individually as a " party " and collectively as the " parties .
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" whereas , licensor has developed
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and owns a software product known as flowmatrix ,
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a workflow management and automation tool
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( the " software " ) ; and whereas ,
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licensee wishes to obtain a license to
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use the software for its business operations ,
-0.0 / 8
and licensor agrees to grant such
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a license under the terms herein ; now ,
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therefore , in consideration of the mutual promises and covenants contained herein ,
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the parties agree as follows : 1 .
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grant of license 1 . 1 license .
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licensor grants licensee a non - exclusive , non - transferable ,
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revocable license to install and use the software on
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licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
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licensee
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shall not :
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( a )
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copy ,
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distribute ,
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sublicense
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,
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or sell the software ;
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( b )
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modify ,
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adapt
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,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble
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the software ,
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except as permitted by law ; or
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( d )
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use the software for
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any unlawful purpose .
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2 .
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delivery and support 2 .
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1 delivery
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.
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licensor
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shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 .
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1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
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000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon
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execution of this agreement and
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50 % within sixty ( 60 )
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days of the effective date .
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3 . 2 taxes .
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licensee is responsible for all applicable taxes , excluding taxes based on li
inputs
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software license agreement this software license agreement ( the " agreement " ) is made and
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entered into as of march 21 ,
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2025 ( the " effective date " )
-0.0
,
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by and between
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stratumsoft inc .
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, a corporation incorporated under the laws of texas ,
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with its principal office located at 789 tech plaza , austin ,
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tx 78701 ( " licensor " ) ,
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and brightpath enterprises , a corporation incorporated under the laws of new york ,
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with its principal office located at 321 commerce street ,
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albany ,
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ny 12207 ( " licensee " ) .
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licensor and licensee are referred to individually as a " party " and collectively as the " parties .
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" whereas , licensor has developed
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and owns a software product known as flowmatrix ,
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a workflow management and automation tool
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( the " software " ) ; and whereas ,
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licensee wishes to obtain a license to
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use the software for its business operations ,
-0.0 / 8
and licensor agrees to grant such
-0.0 / 10
a license under the terms herein ; now ,
-0.001 / 15
therefore , in consideration of the mutual promises and covenants contained herein ,
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the parties agree as follows : 1 .
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grant of license 1 . 1 license .
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licensor grants licensee a non - exclusive , non - transferable ,
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revocable license to install and use the software on
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licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
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licensee
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shall not :
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( a )
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copy ,
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distribute ,
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sublicense
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,
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or sell the software ;
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( b )
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modify ,
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adapt
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,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble
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the software ,
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except as permitted by law ; or
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( d )
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use the software for
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any unlawful purpose .
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2 .
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delivery and support 2 .
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1 delivery
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.
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licensor
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shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 .
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1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
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000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon
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execution of this agreement and
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50 % within sixty ( 60 )
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days of the effective date .
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3 . 2 taxes .
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licensee is responsible for all applicable taxes , excluding taxes based on li
inputs
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software license agreement this software license agreement ( the " agreement " ) is made and
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entered into as of march 21 ,
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2025 ( the " effective date " )
0.0
,
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by and between
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stratumsoft inc .
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, a corporation incorporated under the laws of texas ,
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with its principal office located at 789 tech plaza , austin ,
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tx 78701 ( " licensor " ) ,
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and brightpath enterprises , a corporation incorporated under the laws of new york ,
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with its principal office located at 321 commerce street ,
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albany ,
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ny 12207 ( " licensee " ) .
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licensor and licensee are referred to individually as a " party " and collectively as the " parties .
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" whereas , licensor has developed
-0.002 / 11
and owns a software product known as flowmatrix ,
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a workflow management and automation tool
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( the " software " ) ; and whereas ,
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licensee wishes to obtain a license to
-0.0 / 8
use the software for its business operations ,
-0.0 / 8
and licensor agrees to grant such
-0.0 / 10
a license under the terms herein ; now ,
-0.0 / 15
therefore , in consideration of the mutual promises and covenants contained herein ,
-0.0 / 8
the parties agree as follows : 1 .
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grant of license 1 . 1 license .
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licensor grants licensee a non - exclusive , non - transferable ,
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revocable license to install and use the software on
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licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
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licensee
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shall not :
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( a )
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copy ,
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distribute ,
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sublicense
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,
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or sell the software ;
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( b )
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modify ,
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adapt
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,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble
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the software ,
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except as permitted by law ; or
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( d )
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use the software for
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any unlawful purpose .
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2 .
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delivery and support 2 .
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1 delivery
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.
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licensor
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shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 .
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1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
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000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon
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execution of this agreement and
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50 % within sixty ( 60 )
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days of the effective date .
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3 . 2 taxes .
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licensee is responsible for all applicable taxes , excluding taxes based on li
inputs
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software license agreement this software license agreement ( the " agreement " ) is made and
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entered into as of march 21 ,
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2025 ( the " effective date " )
0.0
,
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by and between
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stratumsoft inc .
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, a corporation incorporated under the laws of texas ,
-0.005 / 13
with its principal office located at 789 tech plaza , austin ,
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tx 78701 ( " licensor " ) ,
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and brightpath enterprises , a corporation incorporated under the laws of new york ,
-0.002 / 10
with its principal office located at 321 commerce street ,
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albany ,
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ny 12207 ( " licensee " ) .
-0.001 / 22
licensor and licensee are referred to individually as a " party " and collectively as the " parties .
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" whereas , licensor has developed
-0.002 / 11
and owns a software product known as flowmatrix ,
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a workflow management and automation tool
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( the " software " ) ; and whereas ,
-0.0 / 8
licensee wishes to obtain a license to
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use the software for its business operations ,
-0.0 / 8
and licensor agrees to grant such
-0.0 / 10
a license under the terms herein ; now ,
-0.0 / 15
therefore , in consideration of the mutual promises and covenants contained herein ,
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the parties agree as follows : 1 .
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grant of license 1 . 1 license .
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licensor grants licensee a non - exclusive , non - transferable ,
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revocable license to install and use the software on
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licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
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licensee
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shall not :
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( a )
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copy ,
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distribute ,
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sublicense
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,
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or sell the software ;
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( b )
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modify ,
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adapt
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,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble
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the software ,
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except as permitted by law ; or
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( d )
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use the software for
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any unlawful purpose .
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2 .
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delivery and support 2 .
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1 delivery
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.
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licensor
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shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 .
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1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
0.001 / 10
000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon
-0.001 / 5
execution of this agreement and
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50 % within sixty ( 60 )
-0.001 / 6
days of the effective date .
-0.002 / 5
3 . 2 taxes .
-0.001 / 15
licensee is responsible for all applicable taxes , excluding taxes based on li
inputs
-0.001 / 17
software license agreement this software license agreement ( the " agreement " ) is made and
-0.001 / 7
entered into as of march 21 ,
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2025 ( the " effective date " )
0.0
,
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by and between
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stratumsoft inc .
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, a corporation incorporated under the laws of texas ,
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with its principal office located at 789 tech plaza , austin ,
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tx 78701 ( " licensor " ) ,
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and brightpath enterprises , a corporation incorporated under the laws of new york ,
0.002 / 10
with its principal office located at 321 commerce street ,
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albany ,
-0.0 / 11
ny 12207 ( " licensee " ) .
0.0 / 22
licensor and licensee are referred to individually as a " party " and collectively as the " parties .
0.0 / 8
" whereas , licensor has developed
0.0 / 11
and owns a software product known as flowmatrix ,
-0.001 / 7
a workflow management and automation tool
-0.001 / 10
( the " software " ) ; and whereas ,
0.0 / 8
licensee wishes to obtain a license to
0.0 / 8
use the software for its business operations ,
0.001 / 8
and licensor agrees to grant such
0.0 / 10
a license under the terms herein ; now ,
0.001 / 15
therefore , in consideration of the mutual promises and covenants contained herein ,
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the parties agree as follows : 1 .
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grant of license 1 . 1 license .
-0.001 / 16
licensor grants licensee a non - exclusive , non - transferable ,
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revocable license to install and use the software on
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licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
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licensee
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shall not :
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( a )
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copy ,
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distribute ,
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sublicense
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,
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or sell the software ;
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( b )
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modify ,
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adapt
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,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble
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the software ,
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except as permitted by law ; or
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( d )
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use the software for
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any unlawful purpose .
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2 .
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delivery and support 2 .
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1 delivery
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.
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licensor
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shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 .
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1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
0.0 / 10
000 usd ( the " license fee " ) ,
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payable as follows : 50 % upon
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execution of this agreement and
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50 % within sixty ( 60 )
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days of the effective date .
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3 . 2 taxes .
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licensee is responsible for all applicable taxes , excluding taxes based on li
inputs
-0.001 / 17
software license agreement this software license agreement ( the " agreement " ) is made and
-0.001 / 7
entered into as of march 21 ,
0.001 / 9
2025 ( the " effective date " )
0.0
,
-0.0 / 3
by and between
0.001 / 6
stratumsoft inc .
0.003 / 10
, a corporation incorporated under the laws of texas ,
0.003 / 13
with its principal office located at 789 tech plaza , austin ,
0.001 / 12
tx 78701 ( " licensor " ) ,
0.001 / 15
and brightpath enterprises , a corporation incorporated under the laws of new york ,
0.002 / 10
with its principal office located at 321 commerce street ,
-0.001 / 2
albany ,
-0.0 / 11
ny 12207 ( " licensee " ) .
0.0 / 22
licensor and licensee are referred to individually as a " party " and collectively as the " parties .
0.0 / 8
" whereas , licensor has developed
0.0 / 11
and owns a software product known as flowmatrix ,
-0.001 / 7
a workflow management and automation tool
-0.001 / 10
( the " software " ) ; and whereas ,
0.0 / 8
licensee wishes to obtain a license to
0.0 / 8
use the software for its business operations ,
0.001 / 8
and licensor agrees to grant such
0.0 / 10
a license under the terms herein ; now ,
0.001 / 15
therefore , in consideration of the mutual promises and covenants contained herein ,
0.001 / 8
the parties agree as follows : 1 .
-0.0 / 8
grant of license 1 . 1 license .
-0.001 / 16
licensor grants licensee a non - exclusive , non - transferable ,
-0.003 / 11
revocable license to install and use the software on
-0.003 / 12
licensee ’ s internal systems solely for its business purposes ,
-0.002 / 17
in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions .
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licensee
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shall not :
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( a )
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copy ,
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distribute ,
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sublicense
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,
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or sell the software ;
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( b )
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modify ,
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adapt
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,
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or create derivative works from
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the software ; ( c ) reverse engineer ,
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decompile ,
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or disassemble
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the software ,
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except as permitted by law ; or
-0.001 / 3
( d )
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use the software for
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any unlawful purpose .
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2 .
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delivery and support 2 .
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1 delivery
0.0
.
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licensor
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shall deliver the software
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and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
-0.0 / 5
2 . 2 support .
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licensor shall provide reasonable technical
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support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 .
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1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
0.0 / 10
000 usd ( the " license fee " ) ,
0.001 / 8
payable as follows : 50 % upon
0.001 / 5
execution of this agreement and
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50 % within sixty ( 60 )
0.001 / 6
days of the effective date .
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3 . 2 taxes .
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licensee is responsible for all applicable taxes , excluding taxes based on li
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: Software License Agreement
This Software License Agreement (the "Agreement") is made and entered into as of March 21, 2025 (the "Effective Date"), by and between StratumSoft Inc., a corporation incorporated under the laws of Texas, with its principal office located at 789 Tech Plaza, Austin, TX 78701 ("Licensor"), and BrightPath Enterprises, a corporation incorporated under the laws of New York, with its principal office located at 321 Commerce Street, Albany, NY 12207 ("Licensee"). Licensor and Licensee are referred to individually as a "Party" and collectively as the "Parties."
Whereas, Licensor has developed and owns a software product known as FlowMatrix, a workflow management and automation tool (the "Software"); and whereas, Licensee wishes to obtain a license to use the Software for its business operations, and Licensor agrees to grant such a license under the terms herein; now, therefore, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
1. Grant of License
1.1 License. Licensor grants Licensee a non-exclusive, non-transferable, revocable license to install and use the Software on Licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation (the "Documentation"). The Parties will cooperate to ensure the effective use of the Software.
1.2 Restrictions. Licensee shall not: (a) copy, distribute, sublicense, or sell the Software; (b) modify, adapt, or create derivative works from the Software; (c) reverse engineer, decompile, or disassemble the Software, except as permitted by law; or (d) use the Software for any unlawful purpose.
2. Delivery and Support
2.1 Delivery. Licensor shall deliver the Software and Documentation to Licensee electronically within seven (7) business days of the Effective Date.
2.2 Support. The Parties will work together to provide a mutually acceptable level of technical support for the Software during the term, with the specifics to be determined through good faith negotiations.
3. Fees and Payment
3.1 License Fee. Licensee shall pay Licensor a license fee of $75,000 USD (the "License Fee"), payable as follows: 50% upon execution of this Agreement and 50% within sixty (60) days of the Effective Date.
3.2 Taxes. Licensee is responsible for all applicable taxes, excluding taxes based on Licensor's income.
Chunk 2
Text: ##ble license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within
Predicted Risk Level: Medium
Predicted Risk Category: Service Liability Limitation
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# # ble license to install and
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use the software on licensee ’ s internal systems solely for its business purposes ,
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in accordance with the accompanying documentation ( " documentation " ) .
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1 . 2 restrictions .
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licensee shall not : ( a ) copy ,
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distribute , sublicense ,
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or sell the software ; ( b ) modify , adapt ,
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or create derivative works from the software ; ( c ) reverse engineer ,
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decompile , or disassemble the software ,
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except as permitted by law ; or ( d ) use the software for any unlawful purpose .
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2 . delivery and support 2 . 1 delivery .
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licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date .
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2 . 2 support .
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licensor shall provide reasonable technical support for the software during the term ,
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as detailed in a separate support schedule , if applicable .
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3 . fees and payment 3 . 1 license fee .
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licensee shall pay licensor a license fee of $ 75 ,
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execution of this agreement and
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50 % within sixty ( 60 )
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licensee is responsible for all applicable taxes ,
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excluding taxes based on licensor ’ s income .
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3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law ,
and all related intellectual property rights remain the sole
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property of licensor .
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licensee acquires
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no ownership interest under this agreement .
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( " licensee data " )
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licensor may use licensee
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data only as necessary to perform its obligations under this agreement .
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5 . term and termination 5 . 1 term .
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this agreement begins on the effective date and
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continues until terminated ( the " term " ) .
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either party may terminate this agreement if the
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and certify such deletion to
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Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: ##ble license to install and use the software on licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation ("documentation"). 1.2 restrictions. licensee shall not: (a) copy, distribute, sublicense, or sell the software; (b) modify, adapt, or create derivative works from the software; (c) reverse engineer, decompile, or disassemble the software, except as permitted by law; or (d) use the software for any unlawful purpose. 2. delivery and support 2.1 delivery. licensor shall deliver the software and documentation to licensee electronically within seven (7) business days of the effective date. 2.2 support. licensor shall provide reasonable technical support for the software during the term, as detailed in a separate support schedule, if applicable. 3. fees and payment 3.1 license fee. licensee shall pay licensor a license fee of $75,000 USD (the "license fee"), payable as follows: 50% upon execution of this agreement and 50% within sixty (60) days of the effective date. 3.2 taxes. licensee is responsible for all applicable taxes, excluding taxes based on licensor’s income. 3.3 late payment. overdue amounts shall bear interest at 1% per month or the maximum rate allowed by law, whichever is less. 4. intellectual property 4.1 ownership. the software, documentation, and all related intellectual property rights remain the sole property of licensor. licensee acquires no ownership interest under this agreement. 4.2 licensee data. licensee retains ownership of all data input into the software ("licensee data"). licensor may use licensee data only as necessary to perform its obligations under this agreement. 5. term and termination 5.1 term. this agreement begins on the effective date and continues until terminated (the "term"). 5.2 termination for breach. either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty (30) days of written notice. 5.3 termination for insolvency. either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations. 5.4 post-termination. upon termination, licensee shall cease using the software and return or destroy all copies of the software, and certify such action to licensor within thirty (30) days, provided that licensor shall also return or destroy all licensee data in its possession, and certify such action to licensee within the same timeframe.
Chunk 3
Text: ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect
Predicted Risk Level: Medium
Predicted Risk Category: Service Liability Limitation
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’ s income .
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3 . 3 late payment .
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overdue amounts shall bear interest at 1 % per month or
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the maximum rate allowed by law ,
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whichever is less .
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4 .
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intellectual property 4 . 1 ownership .
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the software , documentation ,
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and all related intellectual property rights remain the sole
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property of licensor .
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licensee acquires no ownership interest under this agreement .
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4 . 2 licensee data .
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licensee retains ownership of all data input into the software
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( " licensee data " ) .
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licensor may use licensee data only as necessary to perform its obligations under this agreement .
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5 . term and termination 5 . 1 term .
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this agreement begins on the effective date and continues until terminated ( the " term " ) .
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either party may terminate this agreement if the other party breaches a material term and
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fails to cure such breach within thirty ( 30 ) days of written notice .
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either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations .
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5 . 4 post - termination .
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licensor warrants that , for ninety ( 90 ) days from delivery ,
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licensor
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’ s sole remedy
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fitness for a particular purpose , and non - infringement .
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7 . limitation of liability 7 .
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1 cap .
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licensor ’ s aggregate liability
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under this agreement shall not exceed the license fee paid by licensee .
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2 exclusion .
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neither party shall be liable for any indirect ,
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incidental , special ,
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or consequential damages , including lost profits or data ,
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even if advised of
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such possibility .
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" confidential information "
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or reasonably understood to be confidential .
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8 .
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2 obligations .
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the receiving party shall protect
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , but only to the extent permitted by law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $10,000 . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent caused by gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect
Chunk 4
Text: ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous
Predicted Risk Level: Medium
Predicted Risk Category: Service Liability Limitation
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the documentation .
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licensor ’ s sole remedy
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for breach of this warranty is to repair
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or replace the software .
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6 . 2 disclaimer .
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except as set forth in section 6 .
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1 ,
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" licensor disclaims
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all other warranties ,
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fitness for a particular purpose , and non - infringement .
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7 . limitation of liability 7 . 1 cap .
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licensor ’ s aggregate liability
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under this agreement shall not exceed the license fee paid by licensee .
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7 . 2 exclusion .
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neither party shall be liable for any indirect , incidental , special ,
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or consequential damages , including lost profits or data , even if advised of such possibility .
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information disclosed by one party to the other ,
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the receiving party shall protect confidential information with
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at least the same care as it uses for its own similar information ,
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and use it only to fulfill this agreement .
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this obligation lasts for five ( 5 ) years post - termination ,
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provided notice is given to the disclosing party .
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify
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licensee against claims that the software
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infringes a third party ’
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s intellectual property rights ,
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provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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fitness for a particular purpose , and non - infringement .
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licensor ’ s aggregate liability
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under this agreement shall not exceed the license fee paid by licensee .
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7 . 2 exclusion .
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or consequential damages , including lost profits or data , even if advised of such possibility .
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at least the same care as it uses for its own similar information ,
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this obligation lasts for five ( 5 ) years post - termination ,
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provided notice is given to the disclosing party .
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1 licensor indemnity .
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licensor shall defend and indemnify
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licensee against claims that the software
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s intellectual property rights ,
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provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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failures due to causes beyond its reasonable control ,
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including natural disasters , war , or government actions ,
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provided notice is given to the other party .
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1 performance warranty
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.
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for ninety ( 90 )
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days from delivery ,
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the software will
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materially conform to
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the documentation .
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licensor ’ s sole remedy
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for breach of this warranty is to repair
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or replace the software .
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6 . 2 disclaimer .
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except as set forth in section 6 .
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1 ,
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the software is provided " as is .
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all other warranties ,
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express or implied , including merchantability ,
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fitness for a particular purpose , and non - infringement .
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7 . limitation of liability 7 . 1 cap .
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licensor ’ s aggregate liability
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under this agreement shall not exceed the license fee paid by licensee .
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7 . 2 exclusion .
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neither party shall be liable for any indirect , incidental , special ,
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or consequential damages , including lost profits or data , even if advised of such possibility .
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8 . confidentiality 8 . 1 definition .
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" confidential information " means non - public
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information disclosed by one party to the other ,
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marked as confidential or reasonably understood to be confidential .
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8 . 2 obligations .
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the receiving party shall protect confidential information with
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at least the same care as it uses for its own similar information ,
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and use it only to fulfill this agreement .
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this obligation lasts for five ( 5 ) years post - termination ,
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except for trade secrets , which remain protected indefinitely .
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8 . 3 exceptions .
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is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ;
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or ( c ) is required to be disclosed by law ,
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provided notice is given to the disclosing party .
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify
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licensee against claims that the software
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infringes a third party ’
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s intellectual property rights ,
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provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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breach of this agreement .
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10 . force majeure 10 .
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failures due to causes beyond its reasonable control ,
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ten ( 10 ) days . sections 4 , 6 .
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2 , 7 , 8 ,
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and 9 survive termination .
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6 .
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warranties and
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disclaimers 6 .
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1 performance warranty
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.
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licensor
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for ninety ( 90 )
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days from delivery ,
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materially conform to
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licensor ’ s sole remedy
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6 . 2 disclaimer .
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except as set forth in section 6 .
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1 ,
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" licensor disclaims
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-0.002 / 11
fitness for a particular purpose , and non - infringement .
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7 . limitation of liability 7 . 1 cap .
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licensor ’ s aggregate liability
-0.001 / 14
under this agreement shall not exceed the license fee paid by licensee .
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7 . 2 exclusion .
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neither party shall be liable for any indirect , incidental , special ,
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8 . confidentiality 8 . 1 definition .
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9 . indemnification 9 .
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11 .
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inputs
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ten ( 10 ) days . sections 4 , 6 .
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6 .
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disclaimers 6 .
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1 performance warranty
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.
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licensor
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the software will
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licensor ’ s sole remedy
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7 . limitation of liability 7 . 1 cap .
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9 . indemnification 9 .
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6 .
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the software will
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materially conform to
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the documentation .
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licensor ’ s sole remedy
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7 . limitation of liability 7 . 1 cap .
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neither party shall be liable for any indirect , incidental , special ,
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at least the same care as it uses for its own similar information ,
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this obligation lasts for five ( 5 ) years post - termination ,
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provided notice is given to the disclosing party .
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify
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licensee against claims that the software
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provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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11 .
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miscellaneous
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , but only to the extent permitted by applicable law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $ 10,000 . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent such damages are directly caused by a party ’ s gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous
Chunk 5
Text: confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _
this obligation lasts for five ( 5 ) years post - termination ,
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except for trade secrets , which remain protected indefinitely .
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8 . 3 exceptions .
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confidential information excludes information that : ( a )
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is publicly known without breach ; ( b )
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was known to the recipient prior to disclosure ;
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or ( c ) is required to be disclosed by law ,
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provided notice is given
-0.001 / 7
to the disclosing party .
-0.001 / 8
9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify licensee against claims that the software
0.002 / 8
infringes a third party ’
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s intellectual property rights ,
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provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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9 . 2 licensee indemnity .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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failures due to causes beyond its reasonable control ,
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including natural disasters , war , or government actions ,
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provided notice is given to the other party .
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11 . miscellaneous 11 . 1 governing law .
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this agreement is governed by the laws of the state of texas ,
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excluding its conflict of laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final .
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11 . 3 entire agreement .
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this agreement is the complete understanding between the parties
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and supersedes all prior agreements or discussions .
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
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’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
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: _ _ _ _ _
inputs
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confidential information with at least the same
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care as it uses for its own similar information ,
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and use it only to fulfill this agreement .
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this obligation lasts for five ( 5 ) years post - termination ,
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except for trade secrets , which remain protected indefinitely .
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8 . 3 exceptions .
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confidential information excludes information that : ( a )
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provided notice is given
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to the disclosing party .
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify licensee against claims that the software
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infringes a third party ’
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s intellectual property rights ,
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provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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9 . 2 licensee indemnity .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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failures due to causes beyond its reasonable control ,
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including natural disasters , war , or government actions ,
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provided notice is given to the other party .
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11 . miscellaneous 11 . 1 governing law .
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this agreement is governed by the laws of the state of texas ,
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excluding its conflict of laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final .
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11 . 3 entire agreement .
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this agreement is the complete understanding between the parties
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and supersedes all prior agreements or discussions .
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
-0.005 / 16
’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
-0.003 / 16
if any provision is unenforceable , the remaining provisions remain in effect .
-0.003 / 17
in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
0.006 / 18
_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
-0.001 / 8
carter title : president brightpath enterprises by
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: _ _ _ _ _
inputs
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confidential information with at least the same
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care as it uses for its own similar information ,
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and use it only to fulfill this agreement .
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this obligation lasts for five ( 5 ) years post - termination ,
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except for trade secrets , which remain protected indefinitely .
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8 . 3 exceptions .
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confidential information excludes information that : ( a )
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is publicly known without breach ; ( b )
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was known to the recipient prior to disclosure ;
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or ( c ) is required to be disclosed by law ,
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provided notice is given
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to the disclosing party .
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify licensee against claims that the software
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infringes a third party ’
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s intellectual property rights ,
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provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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9 . 2 licensee indemnity .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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failures due to causes beyond its reasonable control ,
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including natural disasters , war , or government actions ,
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provided notice is given to the other party .
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11 . miscellaneous 11 . 1 governing law .
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this agreement is governed by the laws of the state of texas ,
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excluding its conflict of laws rules .
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11 .
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2 dispute resolution .
-0.002 / 11
disputes shall be resolved by arbitration in austin , texas ,
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under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final .
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11 . 3 entire agreement .
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this agreement is the complete understanding between the parties
0.0 / 10
and supersedes all prior agreements or discussions .
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
0.003 / 11
licensee may not assign this agreement without licensor
0.003 / 16
’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
-0.002 / 19
notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
-0.001 / 7
11 . 7 severability .
-0.002 / 16
if any provision is unenforceable , the remaining provisions remain in effect .
-0.002 / 17
in witness whereof , the parties have executed this agreement as of the effective date .
-0.003 / 6
stratumsoft inc .
-0.003 / 16
by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
-0.007 / 18
_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
-0.001 / 8
carter title : president brightpath enterprises by
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: _ _ _ _ _
inputs
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confidential information with at least the same
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care as it uses for its own similar information ,
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and use it only to fulfill this agreement .
-0.003 / 13
this obligation lasts for five ( 5 ) years post - termination ,
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except for trade secrets , which remain protected indefinitely .
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8 . 3 exceptions .
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confidential information excludes information that : ( a )
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is publicly known without breach ; ( b )
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was known to the recipient prior to disclosure ;
-0.004 / 12
or ( c ) is required to be disclosed by law ,
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provided notice is given
-0.002 / 7
to the disclosing party .
0.002 / 8
9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify licensee against claims that the software
-0.001 / 8
infringes a third party ’
0.001 / 5
s intellectual property rights ,
-0.002 / 9
provided licensee notifies licensor promptly
-0.002 / 10
and allows licensor to control the defense .
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9 . 2 licensee indemnity .
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licensee shall indemnify licensor against claims arising from
-0.001 / 10
licensee ’ s misuse of the software or
-0.001 / 5
breach of this agreement .
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10 . force majeure 10 .
-0.001 / 9
1 neither party shall be liable for delays or
-0.001 / 9
failures due to causes beyond its reasonable control ,
-0.001 / 10
including natural disasters , war , or government actions ,
-0.001 / 9
provided notice is given to the other party .
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11 . miscellaneous 11 . 1 governing law .
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this agreement is governed by the laws of the state of texas ,
-0.002 / 7
excluding its conflict of laws rules .
0.0 / 2
11 .
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2 dispute resolution .
-0.002 / 11
disputes shall be resolved by arbitration in austin , texas ,
-0.002 / 9
under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final .
-0.001 / 6
11 . 3 entire agreement .
0.001 / 9
this agreement is the complete understanding between the parties
0.0 / 10
and supersedes all prior agreements or discussions .
0.002 / 18
11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
0.002 / 5
11 . 5 assignment .
0.003 / 11
licensee may not assign this agreement without licensor
0.003 / 16
’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
-0.002 / 19
notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
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: _ _ _ _ _
inputs
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confidential information with at least the same
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care as it uses for its own similar information ,
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and use it only to fulfill this agreement .
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this obligation lasts for five ( 5 ) years post - termination ,
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except for trade secrets , which remain protected indefinitely .
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8 . 3 exceptions .
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confidential information excludes information that : ( a )
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provided notice is given
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to the disclosing party .
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify licensee against claims that the software
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infringes a third party ’
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provided licensee notifies licensor promptly
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9 . 2 licensee indemnity .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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failures due to causes beyond its reasonable control ,
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including natural disasters , war , or government actions ,
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provided notice is given to the other party .
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11 . miscellaneous 11 . 1 governing law .
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this agreement is governed by the laws of the state of texas ,
-0.002 / 7
excluding its conflict of laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final .
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11 . 3 entire agreement .
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this agreement is the complete understanding between the parties
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and supersedes all prior agreements or discussions .
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
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’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
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: _ _ _ _ _
inputs
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confidential information with at least the same
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care as it uses for its own similar information ,
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and use it only to fulfill this agreement .
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this obligation lasts for five ( 5 ) years post - termination ,
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except for trade secrets , which remain protected indefinitely .
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8 . 3 exceptions .
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provided notice is given
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to the disclosing party .
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9 . indemnification 9 .
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1 licensor indemnity .
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licensor shall defend and indemnify licensee against claims that the software
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infringes a third party ’
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provided licensee notifies licensor promptly
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and allows licensor to control the defense .
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9 . 2 licensee indemnity .
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licensee shall indemnify licensor against claims arising from
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licensee ’ s misuse of the software or
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breach of this agreement .
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10 . force majeure 10 .
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1 neither party shall be liable for delays or
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11 . miscellaneous 11 . 1 governing law .
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this agreement is governed by the laws of the state of texas ,
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excluding its conflict of laws rules .
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11 .
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2 dispute resolution .
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disputes shall be resolved by arbitration in austin , texas ,
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under the american arbitration association ’ s rules ,
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with the arbitrator ’ s decision being final .
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11 . 3 entire agreement .
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this agreement is the complete understanding between the parties
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and supersedes all prior agreements or discussions .
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11 . 4 amendment . this agreement may only be amended in writing signed by both parties .
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11 . 5 assignment .
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licensee may not assign this agreement without licensor
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’ s prior written consent ; licensor may assign to a successor entity .
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11 . 6 notices .
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notices must be in writing and sent to the addresses above via certified mail or email with confirmation .
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11 . 7 severability .
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if any provision is unenforceable , the remaining provisions remain in effect .
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in witness whereof , the parties have executed this agreement as of the effective date .
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stratumsoft inc .
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by : _ _ _ _ _ _ _ _ _ _ _ _ _ _
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_ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r .
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carter title : president brightpath enterprises by
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: _ _ _ _ _
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected for as long as they remain trade secrets. 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense , and licensor's indemnification obligations shall be limited to the amount of fees actually paid by licensee under this agreement . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s gross negligence or willful misconduct in connection with the use of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _
Chunk 6
Text: 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer
Predicted Risk Level: Medium
Predicted Risk Category: Cooperation Obligations
SHAP Text Plot
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_ name : elena r
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: president
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brightpath enterprises by
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name : james p .
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: chief
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Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final and binding on both parties . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . neither party may assign this agreement without the other party ’ s prior written consent , except that either party may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer
Chunk 7
Text: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer
Suggestion: This text is identified as medium-risk. Consider modifying the following clauses:
Modified Text: name : james p . sullivan title : chief operating officer
Full Document Text
Original Text
software license agreement this software license agreement ( the " agreement " ) is made and entered into as of march 21 , 2025 ( the " effective date " ) , by and between stratumsoft inc . , a corporation incorporated under the laws of texas , with its principal office located at 789 tech plaza , austin , tx 78701 ( " licensor " ) , and brightpath enterprises , a corporation incorporated under the laws of new york , with its principal office located at 321 commerce street , albany , ny 12207 ( " licensee " ) . licensor and licensee are referred to individually as a " party " and collectively as the " parties . " whereas , licensor has developed and owns a software product known as flowmatrix , a workflow management and automation tool ( the " software " ) ; and whereas , licensee wishes to obtain a license to use the software for its business operations , and licensor agrees to grant such a license under the terms herein ; now , therefore , in consideration of the mutual promises and covenants contained herein , the parties agree as follows : 1 . grant of license 1 . 1 license . licensor grants licensee a non - exclusive , non - transferable , revocable license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on li ##ble license to install and use the software on licensee ’ s internal systems solely for its business purposes , in accordance with the accompanying documentation ( " documentation " ) . 1 . 2 restrictions . licensee shall not : ( a ) copy , distribute , sublicense , or sell the software ; ( b ) modify , adapt , or create derivative works from the software ; ( c ) reverse engineer , decompile , or disassemble the software , except as permitted by law ; or ( d ) use the software for any unlawful purpose . 2 . delivery and support 2 . 1 delivery . licensor shall deliver the software and documentation to licensee electronically within seven ( 7 ) business days of the effective date . 2 . 2 support . licensor shall provide reasonable technical support for the software during the term , as detailed in a separate support schedule , if applicable . 3 . fees and payment 3 . 1 license fee . licensee shall pay licensor a license fee of $ 75 , 000 usd ( the " license fee " ) , payable as follows : 50 % upon execution of this agreement and 50 % within sixty ( 60 ) days of the effective date . 3 . 2 taxes . licensee is responsible for all applicable taxes , excluding taxes based on licensor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the license fee paid by licensee . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , even if advised of such possibility . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer
Modified Text
Software License Agreement
This Software License Agreement (the "Agreement") is made and entered into as of March 21, 2025 (the "Effective Date"), by and between StratumSoft Inc., a corporation incorporated under the laws of Texas, with its principal office located at 789 Tech Plaza, Austin, TX 78701 ("Licensor"), and BrightPath Enterprises, a corporation incorporated under the laws of New York, with its principal office located at 321 Commerce Street, Albany, NY 12207 ("Licensee"). Licensor and Licensee are referred to individually as a "Party" and collectively as the "Parties."
Whereas, Licensor has developed and owns a software product known as FlowMatrix, a workflow management and automation tool (the "Software"); and whereas, Licensee wishes to obtain a license to use the Software for its business operations, and Licensor agrees to grant such a license under the terms herein; now, therefore, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
1. Grant of License
1.1 License. Licensor grants Licensee a non-exclusive, non-transferable, revocable license to install and use the Software on Licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation (the "Documentation"). The Parties will cooperate to ensure the effective use of the Software.
1.2 Restrictions. Licensee shall not: (a) copy, distribute, sublicense, or sell the Software; (b) modify, adapt, or create derivative works from the Software; (c) reverse engineer, decompile, or disassemble the Software, except as permitted by law; or (d) use the Software for any unlawful purpose.
2. Delivery and Support
2.1 Delivery. Licensor shall deliver the Software and Documentation to Licensee electronically within seven (7) business days of the Effective Date.
2.2 Support. The Parties will work together to provide a mutually acceptable level of technical support for the Software during the term, with the specifics to be determined through good faith negotiations.
3. Fees and Payment
3.1 License Fee. Licensee shall pay Licensor a license fee of $75,000 USD (the "License Fee"), payable as follows: 50% upon execution of this Agreement and 50% within sixty (60) days of the Effective Date.
3.2 Taxes. Licensee is responsible for all applicable taxes, excluding taxes based on Licensor's income. ##ble license to install and use the software on licensee’s internal systems solely for its business purposes, in accordance with the accompanying documentation ("documentation"). 1.2 restrictions. licensee shall not: (a) copy, distribute, sublicense, or sell the software; (b) modify, adapt, or create derivative works from the software; (c) reverse engineer, decompile, or disassemble the software, except as permitted by law; or (d) use the software for any unlawful purpose. 2. delivery and support 2.1 delivery. licensor shall deliver the software and documentation to licensee electronically within seven (7) business days of the effective date. 2.2 support. licensor shall provide reasonable technical support for the software during the term, as detailed in a separate support schedule, if applicable. 3. fees and payment 3.1 license fee. licensee shall pay licensor a license fee of $75,000 USD (the "license fee"), payable as follows: 50% upon execution of this agreement and 50% within sixty (60) days of the effective date. 3.2 taxes. licensee is responsible for all applicable taxes, excluding taxes based on licensor’s income. 3.3 late payment. overdue amounts shall bear interest at 1% per month or the maximum rate allowed by law, whichever is less. 4. intellectual property 4.1 ownership. the software, documentation, and all related intellectual property rights remain the sole property of licensor. licensee acquires no ownership interest under this agreement. 4.2 licensee data. licensee retains ownership of all data input into the software ("licensee data"). licensor may use licensee data only as necessary to perform its obligations under this agreement. 5. term and termination 5.1 term. this agreement begins on the effective date and continues until terminated (the "term"). 5.2 termination for breach. either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty (30) days of written notice. 5.3 termination for insolvency. either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations. 5.4 post-termination. upon termination, licensee shall cease using the software and return or destroy all copies of the software, and certify such action to licensor within thirty (30) days, provided that licensor shall also return or destroy all licensee data in its possession, and certify such action to licensee within the same timeframe. ##censor ’ s income . 3 . 3 late payment . overdue amounts shall bear interest at 1 % per month or the maximum rate allowed by law , whichever is less . 4 . intellectual property 4 . 1 ownership . the software , documentation , and all related intellectual property rights remain the sole property of licensor . licensee acquires no ownership interest under this agreement . 4 . 2 licensee data . licensee retains ownership of all data input into the software ( " licensee data " ) . licensor may use licensee data only as necessary to perform its obligations under this agreement . 5 . term and termination 5 . 1 term . this agreement begins on the effective date and continues until terminated ( the " term " ) . 5 . 2 termination for breach . either party may terminate this agreement if the other party breaches a material term and fails to cure such breach within thirty ( 30 ) days of written notice . 5 . 3 termination for insolvency . either party may terminate immediately if the other party becomes insolvent , files for bankruptcy , or ceases business operations . 5 . 4 post - termination . upon termination , licensee shall cease using the software , delete all copies , and certify such deletion to licensor within ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , but only to the extent permitted by law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $10,000 . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent caused by gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect ten ( 10 ) days . sections 4 , 6 . 2 , 7 , 8 , and 9 survive termination . 6 . warranties and disclaimers 6 . 1 performance warranty . licensor warrants that , for ninety ( 90 ) days from delivery , the software will materially conform to the documentation . licensor ’ s sole remedy for breach of this warranty is to repair or replace the software . 6 . 2 disclaimer . except as set forth in section 6 . 1 , the software is provided " as is . " licensor disclaims all other warranties , express or implied , including merchantability , fitness for a particular purpose , and non - infringement , but only to the extent permitted by applicable law . 7 . limitation of liability 7 . 1 cap . licensor ’ s aggregate liability under this agreement shall not exceed the greater of the license fee paid by licensee or $ 10,000 . 7 . 2 exclusion . neither party shall be liable for any indirect , incidental , special , or consequential damages , including lost profits or data , except to the extent such damages are directly caused by a party ’ s gross negligence or willful misconduct . 8 . confidentiality 8 . 1 definition . " confidential information " means non - public information disclosed by one party to the other , marked as confidential or reasonably understood to be confidential . 8 . 2 obligations . the receiving party shall protect confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected indefinitely . 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s misuse of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous confidential information with at least the same care as it uses for its own similar information , and use it only to fulfill this agreement . this obligation lasts for five ( 5 ) years post - termination , except for trade secrets , which remain protected for as long as they remain trade secrets. 8 . 3 exceptions . confidential information excludes information that : ( a ) is publicly known without breach ; ( b ) was known to the recipient prior to disclosure ; or ( c ) is required to be disclosed by law , provided notice is given to the disclosing party . 9 . indemnification 9 . 1 licensor indemnity . licensor shall defend and indemnify licensee against claims that the software infringes a third party ’ s intellectual property rights , provided licensee notifies licensor promptly and allows licensor to control the defense , and licensor's indemnification obligations shall be limited to the amount of fees actually paid by licensee under this agreement . 9 . 2 licensee indemnity . licensee shall indemnify licensor against claims arising from licensee ’ s gross negligence or willful misconduct in connection with the use of the software or breach of this agreement . 10 . force majeure 10 . 1 neither party shall be liable for delays or failures due to causes beyond its reasonable control , including natural disasters , war , or government actions , provided notice is given to the other party . 11 . miscellaneous 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . licensee may not assign this agreement without licensor ’ s prior written consent ; licensor may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ 11 . 1 governing law . this agreement is governed by the laws of the state of texas , excluding its conflict of laws rules . 11 . 2 dispute resolution . disputes shall be resolved by arbitration in austin , texas , under the american arbitration association ’ s rules , with the arbitrator ’ s decision being final and binding on both parties . 11 . 3 entire agreement . this agreement is the complete understanding between the parties and supersedes all prior agreements or discussions . 11 . 4 amendment . this agreement may only be amended in writing signed by both parties . 11 . 5 assignment . neither party may assign this agreement without the other party ’ s prior written consent , except that either party may assign to a successor entity . 11 . 6 notices . notices must be in writing and sent to the addresses above via certified mail or email with confirmation . 11 . 7 severability . if any provision is unenforceable , the remaining provisions remain in effect . in witness whereof , the parties have executed this agreement as of the effective date . stratumsoft inc . by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : elena r . carter title : president brightpath enterprises by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name : james p . sullivan title : chief operating officer name : james p . sullivan title : chief operating officer